Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by any applicable conservator, receivership, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, except the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company andand constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable conservator, receivership, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity equity. (regardless b) The Company Board has unanimously resolved to recommend that the stockholders of whether such equitable principles are applied in a proceeding at law or in equity)the Company approve and adopt this Agreement.